Extract to table
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Extract to table / change-of-control-provisions-analysis.docx
change-of-control-provisions-analysis.docx
Parties
Harkness LLP
Stonefield Logistics Group Inc
Moss LLP
Borrower Stonefield Logistics Group Inc
Renshaw Pratt LLP
Stonefield LLC
Dates
August 25, 2023
April 7, 2022
August 18, 2023
June 30, 2023
November 15, 2019
November 15, 2026
November 15, 2025
August 15, 2023
September 29, 2029
September 29, 2023
Amounts
$742,000,000
$108,600,000
$520,000,000
$275,000,000
$50,000,000
$12,000,000
$3,200,000
$120,000,000
$0.01
$12,400,000
Obligations
Stonefield shall cease to be a direct wholly-owned subsidiary of Cascade Ridge SLG Holdings, LLC
If Ridgeline accepts the offer (which, from an economic perspective, it almost certainly would), Stonefield must consummate the prepayment within thirty (30) business days following the date of the Change of Control Notice
As noted above, Stonefield must deliver the Change of Control Notice within ten (10) business days of the Change of Control event and must consummate the prepayment within thirty (30) business days thereafter
The requirement that Stonefield remain "wholly-owned" by SLG Holdings means that SLG Holdings must hold 100% of the issued and outstanding equity interests of Stonefield at all times
Ridgeline may not exercise any remedies against the shared collateral during the Senior Enforcement Period, and any proceeds received by Ridgeline from the shared collateral during this period must be turned over to the Senior Agent
This purchase option must be exercised, if at all, within thirty (30) days of the acceleration of the Senior Obligations